Noble Midstream Partners LP : Fourth Quarter 2020 Presentation

Fourth-Quarter 2020 Results and 2021 Guidance

February 12, 2021

www.nblmidstream.comNASDAQ: NBLX

Forward Looking Statements and Non-GAAP Financial Measures

This presentation contains forward-looking statements within the meaning of the federal securities laws. Words such as "estimate," "anticipate," "believe," "project," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target," "on schedule," "on track," "strategy" and other similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Midstream Partners LP's ("Noble Midstream," "we," or "our") current views about future events. Our forward-looking statements may include statements about our business strategy, our industry, our future profitability, our expected capital expenditures and the impact of such expenditures on our performance, the costs of being a publicly traded partnership and our capital programs. In addition, our forward-looking statements address the various risks and uncertainties associated with the extraordinary market environment and impacts resulting from the COVID-19 pandemic and the actions of foreign oil producers (most notably Saudi Arabia and Russia) to maintain market share and impact commodity pricing and the expected impact on our business, operations, earnings and results. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Noble Midstream does not assume any obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise.

Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to certain risks, uncertainties and other factors, many of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those projected. These risks include, without limitation, changes in general economic conditions, including without limitation the impacts of the COVID-19 pandemic; our customers' ability to meet their drilling and development plans; competitive conditions in the Partnership's industry; actions taken by third-party operators, gatherers, processors and transporters; the demand for crude oil and natural gas gathering and processing services; our ability to successfully implement our business plan; our ability to complete internal growth projects on time and on budget; the ability of third parties to complete construction of pipelines in which Noble Midstream holds equity interests on time and on budget; the price and availability of debt and equity; the availability and price of crude oil and natural gas to the consumer compared to the price of alternative and competing fuels; risks associated with the change in ownership of our General Partner; and other risks inherent in the Partnership's business, including those described under "Risk Factors" and "Disclosure Regarding Forward-Looking Statements" in Noble Midstream's 2020 Annual Report on Form 10-K and in subsequent reports that we file with the U.S. Securities and Exchange Commission (SEC).

Non-GAAP Financial Measures

This presentation also contains certain non-GAAP measures of financial performance that management believes are good tools for internal use and the investment community in evaluating Noble Midstream's overall financial performance. Please see slide 18 for definitions and the accompanying press release, found on our websitewww.nblmidstream.com, entitled Noble Midstream Partners Reports Fourth-Quarter and Full-Year 2020 Results, dated February 12, 2021, for reconciliations of the non-GAAP financial measures used in this presentation to the most directly comparable GAAP financial measures.

www.nblmidstream.comNASDAQ: NBLX

Project Execution and FCF1 Generation Highlight 2020 Accomplishments

Successfully Integrated	Diversified Portfolio	Free Cash Flow1
Into Chevron	through	Generation
Equity Investments
1. Figures are Non-GAAP; see definitions and reconciliations in Appendix.

Navigating and Executing through a Dynamic 2020

~$150

Acquired a 20%2 equity interest in the

Reduced Direct Operating Expenses by

million1 in organic capital reduction

Saddlehorn

Pipeline

$20 million

Sustainability

Published

Report

with Noble EnergyIncreased intermediate and long-haul transmission volumes by

100+%

• 1. Reduction calculated from original 2020 total capital guidance announced on February 12, 2020

• 2. 20% gross equity interest in Saddlehorn pipeline (~11% net to Noble Midstream)

$35 million reduction

in 4Q20 total debt

Met or Exceeded 4Q20 and FY2020 Financial Performance and Guidance

Actuals 4Q20 2020	FY20 Guidance3
Oil Gathered (MBbl/d) Gas Gathered (MMcf/d) MBoe/d PW Gathered (MBw/d) FW Delivered (MBw/d)	200 229
512 513
286 315
146 174
89 92
Net Income ($MM) Adjusted Net EBITDA ($MM)1,2 DCF ($MM)1 Net Debt to Trailing Twelve Months Adjusted Net EBTIDA1,2 Organic Capital ($MM) Net Equity Investments ($MM)	40 134	125
95 393		385 -400
74 328		300 -315
4.1x 4.1x	3.9x -4.2x
7 63		70 -80
23 239	240 -250

Financials

GrossVolumes

• 1. Figures are Non-GAAP, see definition and reconciliation provided in appendix hereto

  = Better than the Midpoint of Guidance

• 2. "Adjusted Net EBITDA" is Adjusted EBITDA attributable to the partnership

• 3. 2020 Guidance Updated in November 2020

www.nblmidstream.comNASDAQ: NBLX

Disciplined 2020 Capital Program and Cost Reductions

Direct Operating Expense Savings

$MM $125

$100

1.

$75

$50

$25

$0

2019A

2020A

Excludes $1.6 billion in acquisition capital related to the drop down and simplification in 4Q19 and $86 million in Saddlehorn acquisition costs in 1Q20

Organic and Equity Investment Capital $MM $1,000

$750

$500

$250

$0

2019A1

2020 Original Budget

2020A

Exiting 2020 with Gathering Volume Momentum

2H20 and Early 2021 Gathering Volumes and Well Connections

MBoew/d 700,000

600,000

500,000

400,000

300,000

200,000

100,000

0

Connections 80

70

60

50

40

30

20

10

0

HSE: Committed to our People and the Environment

Removed ~80k metric tonnes of CO2e from the Environment

15% 90%

Reduction in 2020 greenhouse gas emissions intensityReduction in total volume of unintentional releases in 2020

% of Natural Gas Flared

3.0%

Permian Flaring Intensity

1.5%

0.0%

2019A

2020A

Releases 20

15

Total Unintentional Releases

10

5

0

2019A

2020A

Expanding Principles to Include Our Environmental Impact

Pursuing vision to be the midstream solution provider and partner of choice recognized for safe operations, reliability and relationships

Noble Midstream Strategic Principles

2021 Priorities

Operational Excellence

• ▪ Advance safety leadership and performance

  Portfolio Management

• ▪ Sustain capital efficiency and lower cost structure

  Financial Discipline

• ▪ Generate cash flow in excess of capital expenditures

  Stakeholder Alignment

• ▪ Delever and optimize capital structure

  Innovative Culture

  Environmental Stewardship

• ▪ Evaluate ESG disclosures and initiatives and evaluate Low Carbon Initiatives

2021 Adjusted Net EBITDA1,2,3 Guidance

• 1. Figures are Non-GAAP; see definitions and reconciliations in Appendix.

• 2. Adjusted Net EBITDA is Adjusted EBITDA to the Partnership

• 3. Adjusted Net EBITDA for the quarter ended December 31, 2019 contains certain proforma adjustments related to the Drop Down and Simplification Transaction. Adjusted Net EBITDA for the quarters ended December 31, 2019 and March 31, 2020 contain certain proforma adjustments related to our investment in Saddlehorn.

2021 Capital Program Focused on Organic Spending

Capital Efficient

1H21 Weighted Investment

Minimal Equity Investments

Affiliate and Third-Party Connections

400

300

200

100

0

2020A

2021E

Projecting Sizable 2021 Free Cash Flow1 Generation

• 1. Figures are Non-GAAP; see definitions in Appendix

• 2. Excludes $1.6 billion in acquisition capital related to the drop down and simplification in 4Q19 and $86 million in Saddlehorn acquisition costs in 1Q20

Minimal federal acreage exposure and Long-Term Commitments

Average ~8 year Remaining Gathering Contracts

Less than 5% on Federal Land in Portfolio

400+ Permits in DJ and ~20 DUCs in Delaware at YE20

DJ Basin

Weld County

.

Morgan County

Affiliate Acreage DedicationsThird-Party Acreage DedicationsFederal Land LeaseSaddlehorn/White Cliff PipelinesCentral Gathering Facility

Delaware Basin

Transmission Business Providing Meaningful Diversification

2021E Gross Transmission Volumes

1. Figures are Non-GAAP; see definitions in Appendix

1100

1000

900

800

700

600

500

400

2020A

2021E

Prioritizing Debt Reduction and Refinancing

Maturity Tower and Potential Refinancing

$MM

Range

$1,250

$1,000

$750

$500

$250

$0

2H20 1H21 2H21 2022 2023

• 1. Figures are Non-GAAP; see definitions and reconciliations in Appendix.

• 2. Adjusted Net EBITDA is Adjusted EBITDA to the Partnership

  Potential Longer-Term Senior Note

  Offering

• 3. This figure excludes the impact of the Saddlehorn acquisition, which closed in the first-quarter 2020

Net Debt to Annualized EBITDA1,2,3 Guidance

Peer Range

2021E NBLX Range

6.0x

4.5x

3.0x

1.5x

2021 Investment Program Expected to Generate Material Free Cash Flow1

2021 Financial Guidance
Total Capital	$80 to $110 MM
Adjusted Net EBITDA 1,2	$360 to $395 MM
Free Cash Flow1	$185 to $220 MM
Net Debt to 2021 TTM EBITDA 1	3.6x to 4.0x

2021 Operational Guidance

Oil and Gas Volumes	275 to 305 MBoe/d
Produced Water Volumes	120 to 140 MBw/d
Fresh Water Delivery

• 1. Figures are Non-GAAP; see definition in Appendix and reconciliation in press release.

• 2. Adjusted Net EBITDA is adjusted EBITDA to the Partnership

1Q21

$15 to $30 MM $94 to $100 MM $45 to $70 MM

3.8x to 4.1x

1Q21

Non-GAAP Financial Measures

This news release, the financial tables and other supplemental information include Adjusted EBITDA, Adjusted Net EBITDA, FCF, Distributable Cash Flow, Net Debt to Trailing Twelve Month Adjusted Net EBITDA and Distribution Coverage Ratio, all of which are non-GAAP measures which may be used periodically by management when discussing our financial results with investors and analysts.

We define Adjusted EBITDA as net income before income taxes, net interest expense, depreciation and amortization and certain other items that we do not view as indicative of our ongoing performance. Additionally, Adjusted EBITDA reflects the adjusted earnings impact of our equity method investments by adjusting our equity earnings or losses from our equity method investments to reflect our proportionate share of the EBITDA of such equity method investments. We define Adjusted Net EBITDA as Adjusted EBITDA less the portion attributable to noncontrolling interests. We define Net Debt to Trailing Twelve Month Adjusted Net EBITDA as Total Debt less cash and cash equivalents divided by the Trailing Twelve Month Adjusted Net EBITDA. Net Debt to Trailing Twelve Month Adjusted Net EBITDA is an annualized leverage ratio used by management to assess our ability to incur and service debt and fund capital expenditures.

Adjusted EBITDA and Adjusted Net EBITDA are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

• • our operating performance as compared to those of other companies in the midstream energy industry, without regard to financing methods, historical cost basis or capital structure;

• • the ability of our assets to generate sufficient cash flow to make distributions to our partners;

• • our ability to incur and service debt and fund capital expenditures;

• • and the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We define FCF as Net Cash Provided by Operating Activities before working capital less total capital expenditures, non-controlling interests and before equity distributions. DCF is defined as Adjusted Net EBITDA plus distributions received from our equity method investments less our proportionate share of Adjusted EBITDA from such equity method investments, estimated maintenance capital expenditures and cash interest paid.FCF is used by management to evaluate our overall liquidity and DCF is used by management to evaluate our overall performance and liquidity. Our partnership agreement requires us to distribute all available cash on a quarterly basis, and FCF and DCF are factors used by the board of directors of our general partner to help determine the amount of available cash that is available to our unitholders for a given period. We define Distribution Coverage Ratio as DCF divided by total distributions declared. The Distribution Coverage Ratio is used by management to illustrate our ability to make our distributions each quarter.

We believe that the presentation of Adjusted EBITDA, Adjusted Net EBITDA, FCF, DCF, Net Debt to TTM Adjusted Net EBITDA and Distribution Coverage Ratio provide information useful to investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA, Adjusted Net EBITDA, Net Debt to TTM Adjusted Net EBITDA, DCF and Distribution Coverage Ratio is net income, and net debt to net income and net income to distributions as ratios. The GAAP measure most directly comparable to FCF is Net Cash Provided by Operating Activities, but due to the inability to accurately forecast working capital changes, we cannot reconcile FCF without unreasonable effort.

Adjusted EBITDA, Adjusted Net EBITDA, FCF, Net Debt to Trailing Twelve Month Adjusted Net EBITDA, DCF and Distribution Coverage Ratio should not be considered alternatives to net income or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA, Adjusted Net EBITDA, FCF, Net Debt to Trailing Twelve Month Adjusted Net EBITDA, DCF and Distribution Coverage Ratio exclude some, but not all, items that affect net income, and these measures may vary from those of other companies. As a result, Adjusted EBITDA, Adjusted Net EBITDA, FCF, Net Debt to Trailing Twelve Month Adjusted Net EBITDA, DCF and Distribution Coverage Ratio as presented herein may not be comparable to similarly titled measures of other companies.

Noble Midstream does not provide guidance on the reconciling items between forecasted Adjusted Net EBITDA, FCF, Net Debt to Trailing Twelve Month Adjusted Net EBITDA, DCF or Distribution Coverage Ratio and their most directly comparable GAAP reporting measures due to the uncertainty regarding timing and estimates of these items. Noble Midstream provides a range of such information to allow for the variability in timing and uncertainty of estimates of such reconciling items. Therefore, Noble Midstream cannot reconcile forecasted Adjusted Net EBITDA, FCF, Net Debt to Trailing Twelve Month Adjusted Net EBITDA, DCF or Distribution Coverage Ratio without unreasonable effort.

www.nblmidstream.comNASDAQ: NBLX

Reconciliation of Net Income (GAAP) to Adjusted Net EBITDA1 (Non-GAAP) and Distributable Cash Flow (Non-GAAP)

(in thousands, unaudited)

Three Months Ended December 31,

Trailing Twelve

(in thousands)

2020

2019

Months

$

• 42,786 $

51,394 $ 94,866

Net Income Add:

Depreciation and Amortization

26,969

25,396 105,697

Interest Expense, Net of Amount Capitalized

6,643

4,734 26,570

Proportionate Share of Equity Method Investment EBITDA Adjustments

6,330 82,363

Goodwill Impairment

25,781 -

- 109,734

Other

988

7,328 6,531

Adjusted EBITDA (Non-GAAP)

Less:

Adjusted EBITDA Prior to Drop-Down and Simplification Transaction

103,167

Adjusted EBITDA Subsequent to Drop-Down and Simplification (Non-GAAP)

90,589 425,761

- 103,167

95,182 4,593

425,761

-

Less:

Adjusted EBITDA Attributable to Noncontrolling Interests

8,315

17,202 32,835

Adjusted EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)

Add:

Distribution from Equity Method Investments Attributable to Noble Midstream Partners LP Less:

Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP

94,852 73,387 $

5,260 1,480

13,087 (7,247)

392,926

Cash Interest Paid

6,415 9,772

Maintenance Capital Expenditures

6,612 7,011

Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)

Distributions (Declared)

Distribution Coverage Ratio (Declared)

1.

Adjusted Net EBITDA is Adjusted EBITDA attributable to the Partnership

$ $

73,998 16,917 4.4x

$ $

65,331 62,004 1.1x

Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Adjusted Net EBITDA1 (Non-GAAP)

(in thousands, unaudited)

Three Months Ended December 31,

Trailing Twelve

(in thousands)

2020

2019

Months

Reconciliation from Net Cash Provided by Operating Activities (GAAP)

Net Cash Provided by Operating Activities (GAAP)

$

• 85,219 $

95,106 $ 376,629

Add:

2,817

(5,261) 16,144

Interest Expense, Net of Amount Capitalized Changes in Operating Assets and Liabilities Equity Method Investment EBITDA Adjustments Other

Adjusted EBITDA (Non-GAAP)

Less:

Adjusted EBITDA Prior to Drop-Down and Simplification Transaction

6,643

8,436

52

103,167

Adjusted EBITDA Subsequent to Drop-Down and Simplification (Non-GAAP)

90,589 425,761

4,734 26,570

(8,729) 7,664

- 103,167

9,332 95,182 4,593

(1,246) 425,761

-

Less:

Adjusted EBITDA Attributable to Noncontrolling Interests

8,315

17,202 32,835

Adjusted EBITDA Attributable to Noble Midstream Partners LP (Non-GAAP)

Add:

Distribution from Equity Method Investments Attributable to Noble Midstream Partners LP Less:

94,852 73,387 $

5,260 1,480

Proportionate Share of Equity Method Investment EBITDA Attributable to Noble Midstream Partners LP Cash Interest Paid

13,087 (7,247)

392,926

6,415 9,772

Maintenance Capital Expenditures

6,612 7,011

Distributable Cash Flow of Noble Midstream Partners LP (Non-GAAP)

Distributions (Declared)

Distribution Coverage Ratio (Declared)

$ $

73,998 16,917 4.4x

$ $

65,331 62,004 1.1x

1.

Adjusted Net EBITDA is Adjusted EBITDA attributable to the Partnership

Calculation of Net Debt to Trailing Twelve Months Adjusted Net EBITDA

(in thousands, unaudited)

December 31, 2020

Revolving Credit Facility, due March 9, 2023 $710,000

Term Loan Credit Facility, due July 31, 2021 $500,000

Term Loan Credit Facility, due August 23, 2022 $400,000

Finance Lease Obligation $2,063

Total Debt

Less: Cash and Cash Equivalents Net Debt

$1,612,063 $16,332 $1,595,731

Trailing Twelve Months Adjusted Net EBITDA

$392,926

Net Debt to Trailing Twelve Months Adjusted Net EBITDA

4.1x

Reconciliation of 2021 GAAP Guidance to 2021 Non-GAAP Guidance

(in millions, unaudited)

FY 2021

Net Income (GAAP) Add:

$

155 105 36

$

185

Depreciation and Amortization

110

Interest Expense, Net of Amount Capitalized

32

Proportionate Share of Equity Method Investment EBITDA Adjustments Other

92 2

101

2

Adjusted EBITDA (Non-GAAP)

$

390 $ 430

Adjusted EBITDA Attributable to Noncontrolling Interests

30 35

Adjusted EBITDA Attributable to Noble Midsteram Partners LP (Non-G$AAP3)60 Add:

$

395

Distributions from Equity Method Investments Less:

Proportionate Share of Equity Method Investment Adjusted EBITDA Cash Interest Paid

18 24

46 86

37 33

Total Capital Expenditures, excluding capitalized interest Free Cash Flow of Noble Midstream Partners LP (Non-GAAP)

110 80

$

185

$

220

Contact Information

Park Carrere

1001 Noble Energy Way

Investor [e-mail]281.872.3208

Houston, TX 77070